Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributor, subject to the terms of this Agreement, at Closing (as defined herein) shall be determined in the manner set forth on Exhibit A hereto. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to the amount of the Consideration will be deducted first from the cash portion of the Consideration, if any, and the balance, if any, will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will be paid in OP Units. In addition to the Consideration set forth on Exhibit A hereto, Contributor shall be entitled to receive in cash, at Closing or shortly thereafter, Contributor’s pro rata share (based on Contributor’s direct or indirect ownership interest in each Property Entity) of any tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributor owns an interest.
Appears in 15 contracts
Samples: Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.)
Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees Contributors agree to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to ContributorContributors, subject to the terms of this Agreement, at Closing (as defined herein) shall be determined in the manner amount set forth on Exhibit A heretoas “Total Consideration”. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to the amount of the Consideration will be deducted first from the cash portion of the Consideration, if any, and the balance, if any, balance will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will be paid in OP Unitscash. In addition to the Consideration set forth on Exhibit A hereto, Contributor Contributors shall be entitled to receive in cash, at Closing or shortly thereafter, Contributor’s Contributors’ pro rata share (based on Contributor’s Contributors’ direct or indirect ownership interest in each Property Entity) of any tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributor owns Contributors own an interest.
Appears in 10 contracts
Samples: Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.)